BUYIRAL TERMS OF SERVICE

Welcome to Buyiral!

By signing up for a Buyiral Account (as defined in Section 1) or by using any Buyiral Services (as defined below), you agree to be bound by the following terms and conditions (the "Terms of Service”). These ‘Terms’ are a legally binding contract between you and Buyiral, and it sets out your rights and responsibilities when you use any Buyiral services, so please read it carefully.

As used in these Terms of Service, “we," "us," "our," and "Buyiral” means the applicable Buyiral Contracting Party (as defined in Section 16 below), and “you” means the Buyiral User: “Buyer” (if registering for or using a Buyiral Service as a purchaser), or “Store Owner” (if registering for or using a Buyiral Service as a business, vendor, or Merchant); that is, “you” shall mean any natural or legal person who has agreed to become a user of Buyiral by providing Registration Data while registering on the website as a Registered User.

Buyiral provides a complete eCommerce platform that enables merchants to register their online presence and take their sales to the next level while also providing buyers with an easy-to-use platform for making seamless purchases. Among other features, Buyiral includes a range of tools for merchants to customize and own their online stores, set their prices, sell in multiple places (including web, mobile, social media, online marketplaces, and other online locations), manage products, inventory, payments, fulfillment, business operations, marketing, and advertising, and engage with existing and potential customers. Buyers also enjoy features that help them easily search for and locate goods and services of their choice, place an order, make payments, and have the goods delivered to their chosen delivery locations. Any such service(s) offered by Buyiral are referred to in these Terms of Services as the “Service(s) ." Any new features or tools added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at buyiral.com/legal/terms-of-service

You must read, agree with, and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Buyiral’s Acceptable Use Policy (“AUP"), Privacy Policy, API License and Terms of Use (“API Terms"), and the Buyiral Data Processing Addendum (“DPA”) before you may sign up for a Buyiral Account or use any Buyiral Service. Additionally, if you offer goods or services in relation to COVID-19, you must read, acknowledge and agree to the Rules of Engagement for Sale of COVID-19 Related Products.

By using Buyiral, you confirm that you have obtained the necessary authority to agree to these Terms and that you bind both yourself and the person, company, or legal entity that operates the business or organizational project to these Terms.

Everyday language summaries are provided for convenience only and appear in bold near each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Buyiral or any Buyiral services, you agree to these terms. Be sure to check back for updates occasionally.

1. Account Terms

1.     To access and use the Services, you must register for a Buyiral account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address (for merchants), phone number, a valid email address, and any other information indicated as required. Buyiral may reject your application for an Account, or cancel an existing Account, for any reason at our sole discretion. Please refer to our “Term and Termination” Section (Section 18) for our Accounts Termination policy.

2.     By using any Buyiral Services, you warrant and represent to us that you are : (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

3.     You confirm that you are receiving any Services provided by Buyiral for the purposes of carrying on business activity (for merchants) or for any personal, household, or family purpose (for buyers).

4.     You acknowledge that Buyiral will use the email address you provide on opening an Account or as updated by you from time to time as the primary communication method ("Primary Email Address”). You must monitor the Primary Email Address you provide to Buyiral, and your Primary Email Address must be capable of sending and receiving messages. Your email communications with Buyiral can only be authenticated if they come from your Primary Email Address.

5.     You are responsible for keeping your password secure. Buyiral cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You must notify us in writing immediately (using our contact details, including email) if you become aware of any disclosure of your password. Again, Buyiral cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

6.     You agree and warrant that your Account shall be used exclusively by you, and you shall not transfer your Account to any third party. If you authorize any third party to manage your Account on your behalf, this shall be at your own risk.

7.     Technical support in respect of the Services is only provided to Buyiral Users. Questions about the Terms of Service should be sent to Buyiral Support.

8.     You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Buyiral.

9.     You agree not to work around, bypass, or circumvent any technical limitations of the Services, including processing orders outside Buyiral’s Checkout, using any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

10.  You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

11.  You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. "Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Buyiral or its affiliates.

12.  You understand and agree that these terms do not create any agency, joint venture, partnership, employment, or franchise relationship between you and Buyiral.

WHICH MEANS

You are responsible for your Account, the Materials you upload to the Buyiral Service, and the operation of your Buyiral Store. If you violate Buyiral’s Terms of Service, we may cancel your service access. We will communicate via the Primary Email Address if we need to reach you.

2. Account Activation

2.1 Store Owner
2.1.1 Definition
  1. Subject to Section 2.1.1.2, the person signing up for the Service by opening a merchant Account will be the contracting party (“Store Owner ") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is visible on the Store's website.
  2. If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and represent and warrant that you have the authority to bind your employer to our Terms of Service.
  3. Your Buyiral Store can only be associated with one Store Owner. A Store Owner may have multiple Buyiral Stores. You agree to use Buyiral Checkout for your Store. "Store" means the online Store (whether hosted by Buyiral or on a third party website), any storefront built on top of the Storefront API) or physical retail location(s) associated with the Account.
2.1.2 Staff Accounts
  1. You can create one or more staff accounts (“Staff Accounts"), allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
  2. The Store Owner is responsible for: (a) ensuring its employees, agents, and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Store Owner's employees, agents or subcontractors. The Store Owner acknowledges and agrees that the Store Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Store Owner.
The Store Owner and the users under Staff Accounts are each referred to as a “Buyiral User."

 

2.1.3  Paystack

1. Upon completion of signing up for the Service, if you have been enrolled in Buyiral Payments, Buyiral will create a Paystack account on your behalf. If you do not wish to keep your Paystack Account active, it is your responsibility to deactivate it. For the avoidance of doubt, Paystack is a Third Party Service, as defined in Section 12.2.1 of these Terms of Service.

2. If you use a Paystack-supported payment gateway, your customers may purchase goods and services from your Store using Paystack.

3. By using Paystack on your Store, you agree to be bound by the Paystack API Terms of Service, as Paystack may amend them from time to time. If Paystack amends the Paystack API Terms of Service, the amended and restated version will be posted here: https://paystack.com/terms

Such amendments to the Paystack API Terms of Service are effective as of the posting date. Your continued use of Paystack on your Buyiral Store after posting the amended Paystack API Terms of Service constitutes your Agreement to and acceptance of the amended Paystack API Terms of Service. If you do not agree to any changes to the Paystack API Terms of Service, deactivate your Paystack Account and do not continue to use Paystack on your Store.

2.2 Buyer
2.2.1 Definition

1.     Subject to Section 2.2.1.2, the person signing up for the Service by opening a Buyer Account will be the contracting party (“Buyer ”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Buyer in connection with the Service. You are responsible for ensuring that all the details you provided, including your full legal name and email address, are correct and valid.

2.     If you are signing up for the Services on behalf of your employer, your employer will be the Buyer. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address, and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2.2.2 Payments

1. Upon completion of sign up for the Service, you are to pay for services using any Third Party Payment Service (as defined in Section 12.2.1 of these Terms of Service), as provided by the Store Owner.

2. By using any Third Party Service for your payments, you agree to be bound by the Service’s Terms and Conditions, as the Service may amend them from time to time. If the Service amends the Service’s Terms and Conditions, such amendments will be effective as of the date of posting by the Service. Your continued use of the Service for your payments after the amendment of the Service’s Terms and Conditions are posted constitutes your Agreement to, and acceptance of, the Service’s amended Terms and Conditions. If, at any point, you do not agree to any changes to the Service’s Terms and Conditions, discontinue use immediately.

WHICH MEANS

Only one person can be the “Store Owner” or the “Buyer," usually the person signing up for the Buyiral Service. The Store Owner or Buyer is responsible for the Account, is bound by these Terms of Service, and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Store Owner or Buyer responsible for your Account.

We automatically create certain accounts for you to accept payments. You are responsible for activating and deactivating these accounts and complying with their terms, which may be with various third parties such as Paystack.

3. Buyiral Rights

  1. The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times, and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice, and at any time.
  2. Buyiral does not pre-screen Materials, and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.
  3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Buyiral employee, member, or officer will result in immediate Account termination.
  4. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Buyiral employees and contractors may also be Buyiral customers or merchants and may compete with you; however, they may not use your Confidential Information (as defined in Section 9) in doing so.
  5. Buyiral reserves the right to withhold payment to a Merchant until completion of sale. Completion of sale occurs after goods have been delivered to the Buyer, and no returns/requests for refunds are made within 7 days after such delivery.
  6. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government-issued photo ID, your National Identification Number (NIN), or confirmation of your status as an employee of an entity.
  7. Buyiral reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner or Buyer. If we cannot reasonably determine the rightful Store Owner or Buyer, without prejudice to our other rights and remedies, Buyiral reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
  8. Buyiral reserves the right to refuse delivery of items which, at our discretion, do not fit the description and other details provided by the Merchant with respect to such items or for any other appropriate reasons, as determined by Buyiral.
  9. Buyiral reserves the right to enforce a ‘Warning Strike’ on any merchant who violates the Terms of Service to a Buyer by providing fake, faulty, or wrong products or misdescription. Such ‘warning strikes' are limited to 3; hence, upon incurring 3 Warning Strikes, Buyiral shall impose a fine (“the fine”), as determined by Buyiral, as a penalty on the defaulting Merchant. Failure to pay such imposed fine within 7 days shall result in a temporary suspension of the Merchant's Account until the same is paid. If the Merchant still fails to pay the fine within 60 days after the temporary suspension of his Account, Buyiral reserves the right to terminate the Merchant's Account permanently. The fine amount is to be determined by Buyiral and can be modified, varied, or changed at Buyiral’s sole discretion.

WHICH MEANS

Buyiral has the right to control who we make our Services available to, and we can modify them anytime. We also have the right to refuse or remove Materials from any part of the Services, including your Store. We may offer our services to your competitors, but we will never share your confidential information with them in doing so. In the event of an ownership dispute over a Buyiral Account, we can freeze a Buyiral Account or transfer it to the rightful owner, as determined by us. A Merchant may be asked to pay a fine upon receiving 3 Warning Strikes in relation to any service the Merchant offers on Buyiral; failure to pay this fine may lead to a temporary suspension of the Merchant's Account and, where applicable, a subsequent permanent termination of the said Account.

4. Your Responsibilities

  1. You acknowledge and agree to provide public-facing contact information and order fulfillment timelines on your Buyiral Store, and you agree to be bound by Buyiral’s Delivery Terms and Refund Policy.
  2. You acknowledge and agree that you are the seller of record for all items you sell through the Services. You are responsible for creating and operating your Buyiral Store, your Materials, the goods and services you may sell through the Services, and all aspects of the transactions between you and your customer(s), except delivery. This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials, and the goods and services you sell through the Services will be true, accurate, and complete and will not violate any applicable laws, regulations, or rights of third parties. For the avoidance of doubt, Buyiral will not be the seller or Merchant or record and will have no responsibility for your Store or items sold to customers through the Services, except concerning dispatch and delivery of the said items.
  3. You acknowledge and warrant that the descriptions of the goods and services in your Buyiral Store fit the items themselves and that you shall bear full responsibility for any misdescribed items, whether intentional or not, and for fake, damaged, faulty, or incomplete goods sold on your Store through the Services. Where any goods or services rendered by you on Buyiral are faulty, unfit for purpose, damaged, not as described, or fake, you shall, in addition to being liable for the refund or return and re-delivery of the said item, be liable to a “Warning Strike”.
  4. You are solely responsible for the goods or services you may sell through the Services (including description, price, fees, the tax you calculate, defects, required legal disclosures, regulatory compliance, offers, or promotional content), including compliance with applicable laws or regulations.
  5. You may not use the Buyiral Services for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer's jurisdiction, or the laws of the Federal Republic of Nigeria. You will comply with all applicable laws, rules, and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
  6. The API Terms govern your access to and use of the Buyiral API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
  7. You agree to use Buyiral Checkout for any sales associated with your Online Store. "Buyiral Checkout” means Buyiral’s checkout experience that allows customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the Buyiral Checkout API.

WHICH MEANS

You are responsible for your Buyiral Store, the goods or services you sell, and your relationship with your customers, not us. If you access the Buyiral API, your use of the Buyiral API is subject to the API Terms. Buyiral reserves the right to penalize you for any misdescribed, fake, damaged, faulty, or incomplete goods sold in your Store through the Services.

5. Terms and conditions of sale

1. You acknowledge and agree that:

  •  Buyiral provides an online location for sellers to sell and buyers to purchase products;
  • We shall accept binding sales on behalf of sellers, but (unless Buyiral is indicated as the seller) Buyiral is not a party to the transaction between the seller and the Buyer; and
  •  A contract for the sale and purchase of a product or products will come into force between the Buyer and seller, and accordingly, you commit to buying or selling the relevant product or products upon the Buyer's confirmation of the purchase via the Service.

2. Subject to these general terms and conditions, the seller’s Terms of business shall govern the contract for sale and purchase between the Buyer and the seller. Notwithstanding this, the following provisions will be incorporated into the contract of sale and purchase between the Buyer and the seller:

  • The price for a product will be as stated in the relevant product listing;
  • The price for the product must include all taxes and comply with applicable laws in force from time to time;
  • Delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs, and charges where applicable will only be payable by the Buyer if this is expressly and clearly stated in the product listing; and delivery of digital products may be made electronically;
  •  Products must be of satisfactory quality, fit and safe for any purpose specified and conform in all material respects to the product listing and any other description of the products supplied or made available by the seller to the Buyer; and
  •  In respect of physical products sold, the seller warrants that the seller has good title to and is the sole legal and beneficial owner of the products and has the right to supply the products pursuant to this Agreement, and that the products are not subject to any third party rights or restrictions including in respect of third party intellectual property rights and/or any criminal insolvency or tax investigation or proceedings; and in respect of digital products the seller warrants that the seller has the right to supply the digital products to the Buyer.
  • Buyiral reserves the right to withhold payment to a Merchant until completion of sale. Completion of sale occurs after goods have been delivered to the Buyer, and no returns/requests for refunds are made within 7 days after such delivery.

3. Unless otherwise specified, the material on Buyiral is presented solely for the purpose of sale in Nigeria. Buyiral does not represent that materials/services on Buyiral are appropriate or available for use in locations/Countries other than Nigeria. Those who choose to access this site from other locations/Countries other than Nigeria do so on their own initiative, and Buyiral is not responsible for the supply of goods/availability of services, a refund for the goods or services ordered from other locations/Countries other than Nigeria, compliance with local laws, if and to the extent local laws are applicable.

6. Delivery

Subject to our Delivery Policy, the following applies to all Buyiral Merchants:

1. You warrant that all items dropped for delivery at Buyiral’s Delivery Points are not fake, faulty, damaged, or incomplete and that they do not have any defects and are fit for purpose.

2. You understand and agree that Buyiral reserves the right to refuse to accept and reject the delivery of any item if, at our discretion and after inspection of the said item, such item is not fit for delivery for any reason as determinable by Buyiral. In such an instance, the Merchant shall replace such an item and bear the full costs of such replacements, including logistics.

3. You warrant that the item(s) in your package are correctly described, and any accompanying documents, acceptable for transport by us, are appropriately marked, addressed, and packed to ensure safe transportation with ordinary care in handling. Your neglect to use the appropriate packaging releases us from any liability which may occur during transit, and we assume no liability to you or any other person for any losses or expenses due to your non-compliance.

4. Buyiral does not accept the delivery of the following items:

  •  Human corpses, body parts for rituals, cremated or disinterred humans
  •  Cash and currency
  • Money minting plates
  • Shipments which require we obtain a license before we can ship same.
  • Wet or leaking packages
  • Explosives, grenades, nuclear bombs, and weapons.
  • Hard drugs and narcotics
  • Waste or garbage disposal
  • Any item that is considered a restricted or hazardous material as defined by the Laws of the Federal Republic of Nigeria. 
  • Any other items whose use, carriage, storage, dispatch, and delivery are prohibited by any existing law in Nigeria.

5. You understand and agree that Buyiral is not liable for any circumstances beyond our control, including but not limited to terrorist activity, strikes, labour actions, Acts of God (like earthquakes, cyclones, storms, floods, etc.), ‘force majeure’ (like plane crash or embargo), and any other uncontrollable circumstances. Where a shipment is lost, wrongly delivered, damaged, or delayed because of such circumstances beyond our control, Buyiral shall bear no liability whatsoever to the Merchant.

7. Returns and Refunds

1. We shall manage returns of products by buyers and acceptance of returned products by sellers in accordance with Buyiral’s Returns page as may be amended from time to time. Acceptance of returns shall be at our discretion, subject to compliance with applicable laws of the territory.

2. At our sole discretion, a Buyer who returns a product may either be issued a refund or get an exchange and re-delivery of the item, where applicable. The Merchant involved in the case of a return, arising from but not limited to misrepresentation, fake, faulty, or damaged goods, and misdescribed goods, shall, in addition to being wholly liable for a full refund, or where applicable, for the cost of re-delivery of the said item, be issued a ‘Warning Strike’ (Provided that upon incurring 3 Warning Strikes, Buyiral shall impose a fine (“the fine”), as determined by Buyiral, as a penalty on the defaulting Merchant. Failure to pay such imposed fine within 7 days shall result in a temporary suspension of the Merchant's Account until the same is paid. If the Merchant still fails to pay the fine within 60 days after the temporary suspension of his Account, Buyiral reserves the right to terminate the Merchant's Account permanently.)

3. Any item(s) eligible for Returns must be returned within 7 days of receipt of such item if such item is wrong, damaged, defective, of lower product quality/standard than described by the seller, or incomplete.

4. Where an item as described in 7.3 above is to be returned and re-delivered to the Buyer, the Merchant shall, upon receipt of the returned item, have 7 days to submit such an item for re-delivery to the Buyer.

5. Refunds in respect of returned products shall be managed in accordance with the Refunds page on Buyiral as may be amended from time to time. Our rules on refunds shall be exercised at our discretion subject to applicable laws of the territory. We may offer refunds at our discretion:

1.     In respect of the product price;

2.     local and/or international shipping fees (as stated on the refunds page); and

3.     by way of store credits vouchers, mobile money transfers, bank transfers, or other methods as we may determine from time to time.

6. Returned products shall be accepted and refunds issued by Buyiral acting for and on behalf of the seller. Refunds of payment for such products for any other reasons shall be subject to the Merchant’s terms and conditions of sale.

7. Changes to our returns page or refunds page shall be effective in respect of all purchases made from the date of publication of the change on our website.

8. Payment of Fees and Taxes

8.1 Buyer

Buyer membership on Buyiral is free. Buyiral does not charge any fee for browsing and buying on any Buyiral Store. However, Buyiral reserves the right to charge a fee and change its policies from time to time. In particular, Buyiral may, at its sole discretion, introduce new services and modify some or all of the existing services offered on Buyiral. In such an event, Buyiral reserves, without notice to You, the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the Fee and related policies shall automatically become effective once implemented on Buyiral. Unless otherwise stated, all fees shall be quoted in Nigerian Naira. You shall be solely responsible for compliance with all applicable laws, including those in Nigeria, for making payments to Buyiral.

8.2 Store Owner

  1. You will pay the Fees applicable to your subscription to Online Service ("Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Buyiral Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Buyiral Payments, POS Equipment, Shipping, Apps, or Third Party Services (“Additional Fees"). Together, the Subscription Fees, Transaction Fees, and the Additional Fees are referred to as the "Fees."
  2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Buyiral will charge applicable Fees to any valid payment method you authorize (“Authorized Payment Method”), and Buyiral will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in Nigerian Naira (NGN), and all payments will be in the Nigerian currency.
  3. Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a "Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Buyiral’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the Primary Email Address provided. An invoice will also appear on the Account page of your Store's administrative console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
  4. If we cannot process payment of Fees using an Authorized Payment Method, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or storefront during any suspension period. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Buyiral reserves the right to terminate your Account in accordance with Section 18.
  5. All Fees are exclusive of applicable federal, state, local, or other governmental sales, goods, and services, harmonized or other taxes, fees, or charges now in force or enacted in the future ("Taxes”).
  6. You are responsible for all applicable taxes arising from or as a result of your subscription to or purchase of Buyiral’s products and services. To the extent that Buyiral charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from, and after the date we receive evidence satisfactory to Buyiral of your exemption. If Buyiral does not charge you Taxes, you are responsible for determining if Taxes are payable and, if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
  7. For the avoidance of doubt, all sums payable by you to Buyiral under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Buyiral to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings required by law will be borne by you and paid separately to the relevant taxation authority. Buyiral will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method, ignoring any such deduction or withholding that may be required.
  8. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges, and additional charges that arise from or as a result of any sale on your Buyiral Store or your use of the Services.
  9. You must maintain an accurate location in the administrative console of your Buyiral Store. You must promptly update your location in the administrative console if you change jurisdictions.
  10. Buyiral does not provide refunds of subscription fees.

WHICH MEANS

A valid payment method (such as a credit card) must remain on file to pay all service fees, including the subscription, transaction, and additional fees required for all stores. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. You are responsible for all taxes relating to your Store or use of the Services and may be required to remit Taxes to Buyiral or self-remit to your local taxing authority. No refunds.

9. Confidentiality

  1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Buyiral’s Confidential Information includes all information you receive relating to us or the Services that is not known to the general public, including information related to our security program and practices.
  2. Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service, including this Section 9. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party's obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain or was already known by or in possession of the receiving party at the time of disclosure of such information; (B) is independently developed by the receiving party without the use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

WHICH MEANS

Both you and Buyiral agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

10. Limitation of Liability and Indemnification

  1. You expressly understand and agree that, to the extent permitted by applicable laws, Buyiral and its suppliers will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
  2. As a Buyer, you understand that Buyiral does not manufacture nor assemble the items sold through our Services. The items in our marketplaces are produced, listed, and sold directly by independent sellers, so Buyiral cannot and does not make any warranties about their quality, safety, authenticity, or legality. Any legal claim related to an item you purchase, in so far as is not related to the delivery of the said item, must be brought directly against the seller of the item. You release Buyiral from any claims that do not relate to delivery for items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims).
  3. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Buyiral partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
  4. You expressly represent and warrant that all products and goods offered on your Buyiral Store are as described, fit, original, and legal, and that you shall bear full liability for a refund, or where applicable, a return and re-delivery where the goods are not-as-described, faulty, fake, or damaged. Buyiral reserves the right to issue a “warning strike” to you in such a situation, and you expressly understand and agree that, upon receiving 3 warning strikes, Buyiral shall impose a fine (“the fine”), as determined by Buyiral, as a penalty on the defaulting Merchant. Failure to pay such imposed fine within 7 days shall result in a temporary suspension of your Account until the same is paid. If you still fail to pay the fine within 60 days after the temporary suspension of his Account, Buyiral reserves the right to terminate your Merchant Account permanently.)
  5. You will be responsible for any breach of the Terms of Service by your affiliates, agents, or subcontractors and will be liable as if it were your own breach.
  6. Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied, or statutory.
  7. Buyiral expressly disclaims any warranties of Title, Non-infringement, Merchantability, and Fitness for a Particular Purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.
  8. To the fullest extent permitted by law, neither Buyiral nor our employees or directors shall be liable to you for any lost profits or revenues or any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the services or these Terms.
  9. Buyiral does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
  10. Buyiral does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
  11. Buyiral is not responsible for any of your tax obligations or liabilities related to using Buyiral’s Services.
  12. Buyiral does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations or that any errors in the Services will be corrected.

WHICH MEANS

We are not responsible for damages or lawsuits that arise if you break the law, breach this Agreement, or go against the rights of a third party. The Service is provided on an "as is" and "as available" basis. We provide no warranties, and our liability is limited in the event of errors or interruptions.

11. Intellectual Property and Your Materials

11.1 Your Materials

  1. We do not claim ownership of the Materials you provide to Buyiral; however, we do require a license for those Materials. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Buyiral or its affiliates.
  2. You grant Buyiral a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, Store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services, perform our obligations, and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Buyiral and agree that this waiver may be invoked by anyone who obtains rights in the materials through Buyiral, including anyone to whom Buyiral may transfer or grant (including by way of license or sublicense) any rights in the Materials.
  3. If you owned the Materials before providing them to Buyiral, then, despite uploading them to your Buyiral Store, they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Buyiral Store at any time by deleting your Account. Removing your Buyiral Store does not terminate any rights or licenses granted to the Materials that Buyiral requires to exercise any rights or perform any obligations that arose during the Term.
  4. You agree that Buyiral can, at any time, review and delete any or all of the Materials submitted to the Services, although Buyiral is not obligated to do so.
  5. You grant Buyiral a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks, and logos associated with your Store ("Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Buyiral requires the license to exercise any rights or perform any obligations that arose during the Term.
  6. You agree that you will not post any inappropriate, false, or misleading content or any content that is abusive, defamatory, obscene, vulgar, threatening, or otherwise offensive or in violation of our Acceptable Use Policy (AUP).

11.2 Buyiral Intellectual Property

  1. You agree that you may not use any trademarks, logos, or service marks of Buyiral, whether registered or unregistered, including but not limited to the word mark BUYIRAL and shopping bag design mark (“Buyiral Trademarks”) unless you are authorized to do so by Buyiral in writing. You agree not to use or adopt any marks that may be considered confusing with the Buyiral Trademarks. You agree that any variations or misspellings of the Buyiral Trademarks would be considered confusing with the Buyiral Trademarks.
  2. You agree not to purchase, register, or use a search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Buyiral or Buyiral Trademarks or that use or include any terms that may be confusing with the Buyiral Trademarks.
  3. You acknowledge and agree that the Terms of Service do not give you any right to implement Buyiral patents.

WHICH MEANS

Anything you upload remains yours (if it was yours) and is your responsibility, but Buyiral can use and publish the things you upload. Anything uploaded to Buyiral remains the property and responsibility of its initial owner. However, Buyiral will receive a license of materials published through our platform that we may use to operate and promote our Services.

12. Additional Services

12.1 Buyiral Email

You may generate or send email from your Account using the Buyiral email services (the “Email Services”). In addition to the terms applicable to the Services generally (including Buyiral’s Acceptable Use Policy and Privacy Policy), the following terms apply to your access and use of the Email Services:

  1. Buyiral employs certain controls to scan the content of emails you deliver using the Email Services before delivery ("Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service or Buyiral’s Acceptable Use Policy (collectively, “Threats”). By using the Email Services, you explicitly grant Buyiral the right to employ such Content Scanning. Buyiral does not warrant that the Email Services will be free from Threats, and each Buyiral Merchant is responsible for all content generated by their respective Stores.
  2. BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). BUYIRAL, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS. 1. Your use of the Email Services must comply with all applicable laws. Applicable laws include laws relating to spam or unsolicited commercial email ("UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services. 2. Your use of the Email Services must comply with Buyiral’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Email Services and the emails you generate or send through the Email Services. 3. You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data. 4. Your use of the Email Services must follow all applicable guidelines established by Buyiral. The guidelines below are examples of practices that may violate the Email Services Requirements when generating or sending emails through the Email Services:
    1. Using non-permission-based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting in to receive those emails);
    2. Using purchased or rented email lists;
    3. Using third-party email addresses, domain names, or mail servers without proper permission;
    4. Sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);
    5. Sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
    6. Failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
    7. Failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
    8. Failing to include in each email a link to the then-current privacy policy applicable to that email;
    9. Disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
    10. Failing to include in each email your valid physical mailing address or a link to that information; or
    11. Including “junk mail,” “chain letters,” “pyramid schemes," incentives (e.g., coupons, discounts, awards, or other incentives), or other material in any email that encourages a recipient to forward the email to another recipient.
  1. If you or a customer knows of or suspects any violations of the Email Services Requirements, please notify Buyiral at www. Buyiral will determine compliance with the Email Services Requirements at its discretion.
  2. Buyiral’s Email Services utilize Third Party Providers, including XYZ. Your use of the Email Services is subject to XYZ’s Acceptable Use Policy, as XYZ may amend it from time to time.
WHICH MEANS

By using the Email Services, you agree that Buyiral may use certain tools to ensure the content of the emails sent through the Service is safe and compliant with our policies.

12.2 Third Party Services

  1. Buyiral may, from time to time, recommend, provide you with access to, or enable third-party software, applications ("Apps"), products, services, or website links (collectively, "Third Party Services") for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider ("Third Party Provider"). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from or that are provided by Third Party Providers.
  2. Any use by you of Third Party Services offered through the Services, or Buyiral’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Buyiral may receive a revenue share from Third Party Providers that Buyiral recommends to you or that you otherwise engage through your use of the Services or Buyiral’s website.
  3. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Buyiral has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Buyiral’s websites or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Buyiral. Buyiral does not guarantee the availability of Third Party Services. You acknowledge that Buyiral may disable access to any Third Party Services at any time at its sole discretion and without notice to you. Buyiral is not responsible or liable to anyone for discontinuation, suspension of access to, or disablement of, any Third Party Service. Buyiral strongly recommends that you seek specialist advice before using or relying on Third Party Services to ensure they will meet your needs.
  4. Suppose you install or enable a Third Party Service for use with the Services; in that case, you permit us to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services. Any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Buyiral is not responsible for any disclosure, modification, or deletion of your data or other Materials or for any corresponding losses or damages you may suffer due to access by a Third Party Service or a Third Party Provider to your data or other Materials. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service, and Google Privacy Policy, as Google may amend it from time to time.
  5. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Buyiral is not obligated to intervene in any dispute arising between you and a Third Party Provider.
  6. Under no circumstances will Buyiral be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages resulting from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations will apply even if Buyiral has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
  7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Buyiral partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
WHICH MEANS

We are not responsible for third-party services, so use them at your own risk. If you choose to use Third Party Services on the Buyiral platform, you consent to us sharing your data (and potentially the data of your Customers) with those services. If you use Third Party Services, you agree that we do not provide a warranty, so get advice beforehand.

12.3 Beta Services

  1. From time to time, Buyiral may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Buyiral will provide to you before using the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Buyiral Confidential Information and subject to the confidentiality provisions in this Agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or disclose your participation in the Beta Services without Buyiral’s prior written consent. Buyiral makes no representations or warranties that the Beta Services will function. Buyiral may discontinue the Beta Services at any time at its sole discretion. Buyiral will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as the final version. Buyiral may change or not release a final or commercial version of a Beta Service at our sole discretion.
WHICH MEANS

Beta Services may be offered from time to time. They are not a part of the regular Services, and they might have errors or change at any time. You use Beta Services at your own risk, and we are not responsible for any losses or harm that might come from using a Beta Service. You may be required to keep your participation in the Beta Services confidential.

13. Feedback and Reviews

Buyiral welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion, or related material or any review of the Services, Third Party Services, or any Third Party Provider (collectively, "Feedback”) to Buyiral be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Buyiral (whether submitted directly to Buyiral or posted on any Buyiral-hosted forum or page), you waive any and all rights in the Feedback and agree that Buyiral is free to implement and use the Feedback if desired, as provided by you or as modified by Buyiral, without obtaining permission or license from you or any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Buyiral must be accurate to the best of your knowledge and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights, or otherwise injurious to third parties or objectionable. Buyiral reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers but does not regularly inspect posted Feedback.

WHICH MEANS

We welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our Services or the services of third parties remain confidential, and we can use the Feedback in any way we want.

14. Copyright Notice and Takedown Procedure

Buyiral supports intellectual property protection and asks Buyiral merchants to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants infringes their intellectual property rights, they can send a Copyright Notice to Buyiral’s designated agent using our form. Upon receiving a Buyiral Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the Merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter-notification to seek a court order restraining the Merchant from engaging in the infringing activity; otherwise, we restore the material.

WHICH MEANS

Buyiral respects intellectual property rights, and you should too. If we receive a Copyright Notice, we may disable access or remove the allegedly infringing content from your Store. You can send a counter-notification if you don't think the claim is valid. If you believe one of our merchants is infringing your intellectual property rights, you can send Buyiral a Copyright Notice. We will expeditiously disable access or remove the content and notify the Merchant.

15. Privacy and Data Protection

1.     Buyiral is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that our Privacy Policy governs Buyiral’s collection, usage, and disclosure of this personal information.

2.     To the extent that Buyiral processes personal information of your customers as a “data processor” or “service provider” under certain data privacy or protection laws, including The Nigerian Data Protection Regulation, 2019 (NDPR) and The National Information Technology Development Agency Regulation (NITDA), Buyiral’s collection and use of personal information are also subject to our Data Processing Addendum.

3.     Both Buyiral and Merchants process Buyers' personal information (such as buyer name, email address, and delivery address) and are therefore considered separate and independent data controllers of Buyers’ personal information under the Nigerian law. This means that each party is responsible for the personal information it processes in providing the Services. Hence, if a Merchant accidentally discloses a buyer’s details, such as name and email address, when fulfilling another buyer’s order, the Merchant, not Buyiral, will be responsible for that unauthorized disclosure.

WHICH MEANS

Our Privacy Policy governs Buyiral’s use and collection of personal information. Our Data Processing Addendum further governs Buyiral’s use and collection of customer personal information.

16. Buyiral Contracting Party

So long as the billing address of your Store is located in Nigeria, the following applies to you:

1.     “Buyiral Contracting Party” means Buyiral, a Nigerian corporation with offices located at …, Nigeria.

2.     The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

17. Disputes

17.1 Disputes With Other Users

a.      If you find yourself in a dispute with another user of Buyiral’s services (whether a merchant or Buyer) or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.

b.     Where Buyers and Sellers are unable to resolve a dispute related to a transaction on our website may refer to Buyiral’s Dispute Resolution Center. Buyiral will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies. In our sole discretion, we will not make judgements regarding legal issues or claims. Buyiral has no obligation to resolve any disputes.

c.      You release Buyiral from any claims, demands, and damages arising from disputes with other users or parties.

17.2 Disputes With Buyiral and Arbitration Clause

       i.          Any dispute, controversy, or claim arising out of or in connection with or in relation to this Agreement, including any dispute as to the construction, validity, interpretation, enforceability, or breach of this Agreement that ensues between Buyiral and any Buyiral User (Buyer or Store Owner) shall be resolved by the parties amicably.

     ii.          Suppose the parties are unable to resolve such dispute within 30 days (or such further period as the parties shall agree in writing); in that case, the dispute shall be settled finally by arbitration in accordance with the Arbitration and Conciliation Act, Chapter A18, Laws of the Federation of Nigeria 2004 (or any amendment thereto or replacement thereof) and the Arbitration Rules connected thereto.

   iii.          Three arbitrators shall constitute the arbitral tribunal; the party initiating the arbitration shall give to the other party a notice of arbitration, including the arbitrator that it appoints; the other party shall, within seven days of the receipt of the notice of arbitration, appoint its own arbitrator, failing which the appointment shall be made by the Chartered Institute of Arbitrators Nigeria Limited by Guarantee (trading as Nigerian Institute of Chartered Arbitrators). The two parties-appointed arbitrators shall jointly appoint the third arbitrator who shall preside over the arbitral tribunal. Suppose the two parties-appointed arbitrators are unable to agree on the choice of the third arbitrator within seven days of the appointment of the second arbitrator; in that case, the third arbitrator shall be appointed by the Chartered Institute of Arbitrators Nigeria Limited by Guarantee (trading as Nigerian Institute of Chartered Arbitrators).

   iv.          The place of the arbitration shall be Lagos, Nigeria, and the arbitration shall be governed by the laws of the Federal Republic of Nigeria.

     v.          The language of the arbitration shall be the English Language.

   vi.          You understand that by agreeing to the Terms, you and Buyiral are each waiving the right to a trial or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator.

  vii.          We are based in Nigeria, so any legal action against Buyiral related to our Services must be filed and take place in Nigeria. For any actions not subject to arbitration or mediation, you and Buyiral agree to submit to the personal jurisdiction of a state or federal court in Nigeria.

viii.          If we modify this 'Disputes with Buyiral and Arbitration Clause' section after the date you last accepted the terms, those changes will not apply to any claims filed in a legal proceeding against Buyiral before the date the changes became effective. Buyiral will notify you of substantive changes to the ‘Disputes with Buyiral and Arbitration Clause' section at least 30 days before the date the changes will become effective. If you do not agree to the modified terms, you may send Buyiral a written notification (including email) or close your Account within 30 days. By rejecting a modified Term or permanently closing your Account, you agree to arbitrate any disputes between you and Buyiral in accordance with the provisions of this ‘Disputes with Buyiral and Arbitration Clause' section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed Account or create a new account, you agree to be bound by the current version of the Terms.

18. Term and Termination

1.     The Term of these Terms of Service will begin on the date of your completed registration for the use of a Service and continue until terminated by you or by us, as provided below (the "Term”).

2.     You may cancel your Account and terminate the Terms of Service at any time by contacting Buyiral Support and following the specific instructions indicated to you in Buyiral’s response.

3.     Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice, and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations that arose prior to the termination date.

4.     Upon termination of the Services by either party for any reason:

a.      Buyiral will cease providing you with the Services, and you will no longer be able to access your Account;

b.     unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

c.      any outstanding balance owed to Buyiral for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

d.     your Buyiral Store will be taken offline.

5.     You will receive one final invoice via email if you owe any outstanding Fees at the Service's termination date. Once that invoice has been paid in full, you will not be charged again.

WHICH MEANS

To initiate termination, you must contact Buyiral Support. Buyiral will respond with specific information regarding the termination process for your Account. You'll have one last email invoice if you cancel in the middle of your billing cycle.

We may terminate your Account at any time.

19. Modifications

1.     At our sole and absolute discretion, we reserve the right to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Buyiral administrative console, or by similar means. However, Buyiral may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated Terms constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

2.     Buyiral may change the Fees for the Services from time to time. We will provide you with 30 days of advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Buyiral administrative console, or by similar means. Buyiral will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services (or any part thereof).

WHICH MEANS

Suppose we make a material change to the Terms of Service that adversely affects your rights under the Terms of Service or your use of our Services in a material way; in that case, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).

20. General Conditions

1.     The Terms of Service, including the documents it incorporates by reference, constitute the entire Agreement between you and Buyiral and govern your use of the Services and your Account, superseding any prior agreements between you and Buyiral (including, but not limited to, any previous versions of the Terms of Service).

2.     The failure of Buyiral to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. Suppose any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law; in that case, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. The remaining provision of the Terms of Service will remain in full force and effect.

3.     Save for Buyiral and its affiliates, you or anyone accessing Buyiral Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

4.     The Terms of Service will be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria applicable therein, without regard to principles of conflicts of laws.

5.     The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Buyiral’s Terms of Service available in another language, the most current English version of the Terms of Service at www. will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Buyiral (acting in its sole discretion) or as required by applicable law.

6.     All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and their respective heirs, successors, permitted assignees, and legal representatives. Buyiral will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Buyiral’s prior written consent, to be given or withheld in Buyiral’s sole discretion.

7.     Suppose any provision, or portion of the provision, in these Terms of Service, is, for any reason, held to be invalid, illegal, or unenforceable in any respect; in that case, such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service. The Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

8.     On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of the termination; and Sections 1 (Account Terms), 8 (Payment of Fees), 9 (Confidentiality), 10 (Limitation of Liability and Indemnification), 11.1 (Intellectual Property and Your Materials), 12.2(5)-(7) (Third Party Services), 13 (Feedback and Reviews), 15 (Privacy and Data Protection), 16 (Buyiral Contracting Party), 18 (Term and Termination), 19.1 (Modifications), and 20 (General Conditions) will survive the termination or expiration of these Terms of Service.

21. Contact Information

If you have any questions about the Terms, please contact us through any of the details provided below:

Email: buyiralhq@buyiral.com

Telephone No: +2348109274556

Buyiral

No. 9 Katsina Estate, Karsana, Abuja.

Nigeria.